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Share Issuance and Disposal4956KONISHI CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 65,300 treasury shares as restricted stock compensation for 14 directors and executive officers. The transfer restriction period runs for 30 years from 22 July 2026.

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65300
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much65,300Shares

65,300 common shares of the Company (treasury shares)

5 directors (excluding directors serving as Audit and Supervisory Committee members)44,700 shares
4 directors who are Audit & Supervisory Committee members6,900 shares
10 executive officers who do not concurrently serve as directors13,700 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,458 per share
Amount of funds to be raised

Total payment amount: ¥95,207,400; estimated net proceeds: not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥95,207,400
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible person has continuously held one of the following positions during the period: director of the Company, executive officer who does not concurrently serve as a director, employee, adviser, or another equivalent position. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the shares allocated under this arrangement for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time of lifting based on retirement, resignation, or another event.
Stock Split Ratio1:2, 1 January 2024 (a past stock split unrelated to this disposal)
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 44,700 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 6,900 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 13,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,458. No discount or premium rate is stated.
Impact on Business Performance
No impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of65,300 common shares of the Company (treasury shares)
Issue price and disposal price¥1,458 per share
Amount of funds to be raisedTotal payment amount: ¥95,207,400; estimated net proceeds: not disclosed
Payment date22 July 2026
Intended allotteeCategory 5 directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Shares 44,700 shares, Category 4 directors who are Audit & Supervisory Committee members / Number of Shares 6,900 shares, Category 10 executive officers who do not concurrently serve as directors / Number of Shares 13,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,458. No discount or premium rate is stated.
Transfer restriction period22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible person has continuously held one of the following positions during the period: director of the Company, executive officer who does not concurrently serve as a director, employee, adviser, or another equivalent position. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the shares allocated under this arrangement for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time of lifting based on retirement, resignation, or another event.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 44,700 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 6,900 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 13,700 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥95,207,400
Stock Split Ratio1:2, 1 January 2024 (a past stock split unrelated to this disposal)
Impact on Business PerformanceNo impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Taking into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other eligible person, and various other factors, the purpose is to appoint talented individuals as officers and employees and further enhance the motivation of each eligible director and other eligible person. The transfer restriction period is set at 30 years in order to share shareholder value over as long a period as possible and provide an incentive to sustainably enhance the Company's corporate value during the period of service of the eligible directors and other eligible persons.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KONISHI CO.,LTD. (4956) timely disclosure | Komori